General Finance Corporation (NASDAQ:GFN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry Into a Material Definitive Agreement
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Item 9.01
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Financial Statements and Exhibits
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EXHIBIT 10.1
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Omnibus Amendment and Reaffirmation Agreement is dated as
of March 24, 2017 among Wells Fargo Bank, National Association (“Wells Fargo”), East West Bank (“East West”), CIT Bank, N.A. (“CIT”), the Private Bank and Trust Company (the “Private Bank”), Key Bank, National Association (“Key Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I, L.P. (“Great American” and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the “Lenders”), GFN Realty Company, LLC, (“GFNRC”), Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van, Inc. (“Pac-Van”), Southern Frac, LLC (“Southern Frac”), PV Acquisition Corp., (“PV Acquisition”), GFN Manufacturing Corporation (“GFN Manufacturing”), and GFN North America Corp. (“GFNNA” and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the “Credit Parties”) |
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EXHIBIT 10.2
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Pledge Agreement dated March 24, 2017 by GFN Realty
Company, LLC (“GFN Realty”), for the benefit of Wells Fargo, as agent for the Lenders |
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EXHIBIT 10.3
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Master Assignment and Assumption Agreement dated March 24,
2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A. |
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EXHIBIT 10.4
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Intercreditor Provisions dated March 24, 2017 among the
Lenders and the Credit Parties |
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Item 1.01 Entry Into A Material Definitive Agreement
On March 24, 2017, Wells Fargo Bank, National Association
(“Wells Fargo”), East West Bank (“East West”), CIT Bank, N.A.
(“CIT”), the Private Bank and Trust Company (the “Private
Bank”), Key Bank, National Association (“Key Bank”), Bank
Hapoalim, N.A. (“BHI”) and GACP I, L.P. (“Great American” and
collectively with Wells Fargo, East West, CIT, Private Bank, Key
Bank and BHI, the “Lenders”), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van,
Inc. (“Pac-Van”), Southern Frac, LLC (“Southern Frac”), PV
Acquisition Corp., (“PV Acquisition”), GFN Manufacturing
Corporation (“GFN Manufacturing”), and GFN North America Corp.
(“GFNNA” and collectively with GFNRC, Southern Frac, Lone Star,
Pac-Van, PV Acquisition and GFN Manufacturing, the “Credit
Parties”) entered into that certain Omnibus Amendment and
Reaffirmation Agreement (the “Amendment”).
(“Wells Fargo”), East West Bank (“East West”), CIT Bank, N.A.
(“CIT”), the Private Bank and Trust Company (the “Private
Bank”), Key Bank, National Association (“Key Bank”), Bank
Hapoalim, N.A. (“BHI”) and GACP I, L.P. (“Great American” and
collectively with Wells Fargo, East West, CIT, Private Bank, Key
Bank and BHI, the “Lenders”), GFN Realty Company, LLC,
(“GFNRC”), Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van,
Inc. (“Pac-Van”), Southern Frac, LLC (“Southern Frac”), PV
Acquisition Corp., (“PV Acquisition”), GFN Manufacturing
Corporation (“GFN Manufacturing”), and GFN North America Corp.
(“GFNNA” and collectively with GFNRC, Southern Frac, Lone Star,
Pac-Van, PV Acquisition and GFN Manufacturing, the “Credit
Parties”) entered into that certain Omnibus Amendment and
Reaffirmation Agreement (the “Amendment”).
The agreements entered into on March 24, 2017 by the Credit
Parties and certain of their affiliates in connection with the
Amendment are (each as defined below): the Pledge Agreement, the
Master Assignment and Assumption Agreement and the Intercreditor
Provisions.
Parties and certain of their affiliates in connection with the
Amendment are (each as defined below): the Pledge Agreement, the
Master Assignment and Assumption Agreement and the Intercreditor
Provisions.
Amendment
The Amendment amended the terms and conditions of the Amended and
Restated Credit Agreement dated April 7, 2014 (as amended to
date, the “Credit Agreement”) relating to the senior credit
facility (the “Credit Facility”) of GFNRC, Lone Star, Pac-Van
and Southern Frac (collectively, the “Borrowers”). The
Amendment amended certain terms of the Credit Agreement,
including, without limitation, adjusting the maximum amount that
may be borrowed by the Borrowers to $230,000,000, extending the
maturity date until March 24, 2022, assuming the Company’s
8.125% Senior Unsecured Notes due July 31, 2021 are extended at
least 90 days past this scheduled maturity date, otherwise the
Credit Facility would mature on March 24, 2021, created a First
In Last Out term loan (“FILO Term Loan”) within the Credit
Facility in the amount of $20,000,000, and inclusive in the
$230,000,000 total Credit Facility and includes a provision which
allows the Borrowers to increase the maximum amount that may be
borrowed under the Credit Facility by $7,000,000 subject to
certain conditions.
Restated Credit Agreement dated April 7, 2014 (as amended to
date, the “Credit Agreement”) relating to the senior credit
facility (the “Credit Facility”) of GFNRC, Lone Star, Pac-Van
and Southern Frac (collectively, the “Borrowers”). The
Amendment amended certain terms of the Credit Agreement,
including, without limitation, adjusting the maximum amount that
may be borrowed by the Borrowers to $230,000,000, extending the
maturity date until March 24, 2022, assuming the Company’s
8.125% Senior Unsecured Notes due July 31, 2021 are extended at
least 90 days past this scheduled maturity date, otherwise the
Credit Facility would mature on March 24, 2021, created a First
In Last Out term loan (“FILO Term Loan”) within the Credit
Facility in the amount of $20,000,000, and inclusive in the
$230,000,000 total Credit Facility and includes a provision which
allows the Borrowers to increase the maximum amount that may be
borrowed under the Credit Facility by $7,000,000 subject to
certain conditions.
Repayment of all borrowings under the Credit Agreement, as
amended by the Amendment, including the FILO Term Loan, is
secured by a first priority security interest on substantially
all of the rental fleet, inventory and assets of the Credit
Parties. All borrowings under the Credit Agreement, except the
FILO Term Loan, bear interest at LIBOR plus a margin of 2.5% to
3.0% per annum or a base rate plus a margin of 1.00% to 1.50% per
annum. The FILO Term Loan will bear interest at rate of LIBOR
plus a margin of 11.0% per annum. The FILO Term Loan has the same
maturity date and contains a first priority lien on the same
collateral used in the Credit Facility, however on a “last out
basis,” after all of the outstanding obligations to the primary
lenders in the Facility have been satisfied.
amended by the Amendment, including the FILO Term Loan, is
secured by a first priority security interest on substantially
all of the rental fleet, inventory and assets of the Credit
Parties. All borrowings under the Credit Agreement, except the
FILO Term Loan, bear interest at LIBOR plus a margin of 2.5% to
3.0% per annum or a base rate plus a margin of 1.00% to 1.50% per
annum. The FILO Term Loan will bear interest at rate of LIBOR
plus a margin of 11.0% per annum. The FILO Term Loan has the same
maturity date and contains a first priority lien on the same
collateral used in the Credit Facility, however on a “last out
basis,” after all of the outstanding obligations to the primary
lenders in the Facility have been satisfied.
to the Amendment, the Credit Parties agreed to be bound by the
intercreditor provisions attached hereto as Exhibit 10.4 (the
“Intercreditor Provisions“) for the benefit of Wells
Fargo, as agent for the Lenders who are parties to the Credit
Agreement and Great American. Under the Intercreditor Provisions,
the Credit Parties, the Lenders, including Great American, agreed
to the terms under which the FILO Term Loan may be repaid.
intercreditor provisions attached hereto as Exhibit 10.4 (the
“Intercreditor Provisions“) for the benefit of Wells
Fargo, as agent for the Lenders who are parties to the Credit
Agreement and Great American. Under the Intercreditor Provisions,
the Credit Parties, the Lenders, including Great American, agreed
to the terms under which the FILO Term Loan may be repaid.
The Credit Agreement also contains covenants that require the
Credit Parties to, among other things, periodically deliver
financial and other information to Wells Fargo and the lenders
who are parties to the Credit Agreement. The Credit Agreement
contains customary negative covenants applicable to the Credit
Parties, including negative covenants that restrict the ability
of such entities to, among other things, (i) acquire and sell
assets and enter into mergers and consolidations, (ii) create or
permit to exist certain liens upon assets, (iii) make capital
expenditures in excess of defined limits, (iv) repurchase or pay
dividends or make certain other restricted payments on capital
stock and certain other securities, or prepay certain
indebtedness, (v) reclassify equipment held for lease to
equipment held for sale in excess of defined limits or (vi) incur
losses from the sale of assets in excess of defined limits.
Credit Parties to, among other things, periodically deliver
financial and other information to Wells Fargo and the lenders
who are parties to the Credit Agreement. The Credit Agreement
contains customary negative covenants applicable to the Credit
Parties, including negative covenants that restrict the ability
of such entities to, among other things, (i) acquire and sell
assets and enter into mergers and consolidations, (ii) create or
permit to exist certain liens upon assets, (iii) make capital
expenditures in excess of defined limits, (iv) repurchase or pay
dividends or make certain other restricted payments on capital
stock and certain other securities, or prepay certain
indebtedness, (v) reclassify equipment held for lease to
equipment held for sale in excess of defined limits or (vi) incur
losses from the sale of assets in excess of defined limits.
The Credit Agreement includes other covenants, representations,
warranties, indemnification provisions, and events of default
that are customary for senior secured credit facilities,
including events of default relating to a change of control of
the Borrowers.
warranties, indemnification provisions, and events of default
that are customary for senior secured credit facilities,
including events of default relating to a change of control of
the Borrowers.
The foregoing description of the Amendment is qualified in its
entirety by the Amendment, which is attached hereto as Exhibit
10.1 hereto and is incorporated by reference herein.
entirety by the Amendment, which is attached hereto as Exhibit
10.1 hereto and is incorporated by reference herein.
Pledge Agreement
In connection with the Amendment, GFNNA entered into that certain
Pledge Agreement dated March 24, 2017 (the “Pledge
Agreement“). to the Pledge Agreement, GFNNA agreed to pledge
all the membership interests of its subsidiary GFNRC to secure
the repayment of all loans and the performance of all obligations
under the Credit Agreement. The foregoing description of the
Pledge Agreement is qualified in its entirety by the Pledge
Agreement, which is attached hereto as Exhibit 10.2 hereto and is
incorporated by reference herein.
Pledge Agreement dated March 24, 2017 (the “Pledge
Agreement“). to the Pledge Agreement, GFNNA agreed to pledge
all the membership interests of its subsidiary GFNRC to secure
the repayment of all loans and the performance of all obligations
under the Credit Agreement. The foregoing description of the
Pledge Agreement is qualified in its entirety by the Pledge
Agreement, which is attached hereto as Exhibit 10.2 hereto and is
incorporated by reference herein.
Master Assignment and Assumption Agreement
In connection with the Amendment, Pac-Van, the Lenders, Capital
One Business Corp. and HSBC Bank U.S.A.
One Business Corp. and HSBC Bank U.S.A.
entered into that certain Master Assignment and Assumption
Agreement dated March 24, 2017 (the “Master
Assignment“). to the Master Assignment, the loans of
Capital One Business Corp. and HSBC Bank U.S.A. were repaid in
full and loans from the Lenders to the Borrowers were adjusted
or funded. The foregoing description of the is qualified in its
entirety by the Master Assignment, which is attached hereto as
Exhibit 10.3 hereto and is incorporated by reference herein.
Agreement dated March 24, 2017 (the “Master
Assignment“). to the Master Assignment, the loans of
Capital One Business Corp. and HSBC Bank U.S.A. were repaid in
full and loans from the Lenders to the Borrowers were adjusted
or funded. The foregoing description of the is qualified in its
entirety by the Master Assignment, which is attached hereto as
Exhibit 10.3 hereto and is incorporated by reference herein.
Intercreditor Provisions
In connection with the Amendment, the Credit Parties agreed to
be bound by the intercreditor provisions attached hereto as
Exhibit 10.4 (the “Intercreditor Provisions“) for the
benefit of Wells Fargo, as agent for the Lenders who are
parties to the Credit Agreement and Great American. Under the
Intercreditor Provisions, the Credit Parties, the Lenders,
including Great American, agreed to the terms under which the
FILO Term Loan may be repaid. The foregoing description of the
Intercreditor Provisions is qualified in its entirety by the
Intercreditor Provisions, which are attached hereto as Exhibit
10.4 hereto and is incorporated by reference herein.
be bound by the intercreditor provisions attached hereto as
Exhibit 10.4 (the “Intercreditor Provisions“) for the
benefit of Wells Fargo, as agent for the Lenders who are
parties to the Credit Agreement and Great American. Under the
Intercreditor Provisions, the Credit Parties, the Lenders,
including Great American, agreed to the terms under which the
FILO Term Loan may be repaid. The foregoing description of the
Intercreditor Provisions is qualified in its entirety by the
Intercreditor Provisions, which are attached hereto as Exhibit
10.4 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit:
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10.1
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Omnibus Amendment and Reaffirmation Agreement is dated as
of March 24, 2017 among Wells Fargo Bank, National Association (“Wells Fargo”), East West Bank (“East West”), CIT Bank, N.A. (“CIT”), the Private Bank and Trust Company (the “Private Bank”), Key Bank, National Association (“Key Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I, L.P. (“Great American” and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the “Lenders”), GFN Realty Company, LLC, (“GFNRC”), Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van, Inc. (“Pac-Van”), Southern Frac, LLC (“Southern Frac”), PV Acquisition Corp., (“PV Acquisition”), GFN Manufacturing Corporation (“GFN Manufacturing”), and GFN North America Corp. (“GFNNA” and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the “Credit Parties”) |
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10.2
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Pledge Agreement dated March 24, 2017 by GFN Realty
Company, LLC (“GFN Realty”), for the benefit of Wells Fargo, as agent for the Lenders |
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10.3
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Master Assignment and Assumption Agreement dated March
24, 2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A. |
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10.4
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Intercreditor Provisions dated March 24, 2017 among the
Lenders and the Credit Parties |
About General Finance Corporation (NASDAQ:GFN)
General Finance Corporation is a specialty rental services company. The Company offers a range of portable storage units, including its core 20-feet and 40-feet steel containers, office container, mobile office and modular space products and steel tanks. It has two geographic areas that include its four operating segments: the Asia-Pacific area, consisting of the leasing operations of Royal Wolf Holdings Limited and its Australian and New Zealand subsidiaries (Royal Wolf), and North America, consisting of the combined leasing operations of Pac-Van, Inc. and its Canadian subsidiary, PV Acquisition Corp. (Pac-Van) and Lone Star Tank Rental Inc. (Lone Star), and the manufacturing operations of GFN Manufacturing Corporation and its subsidiary, Southern Frac, LLC (Southern Frac). As of June 30, 2016, the Company provided its storage solutions to over 41,000 customers across a range of industries, including commercial, construction, retail, transportation, education and others. General Finance Corporation (NASDAQ:GFN) Recent Trading Information
General Finance Corporation (NASDAQ:GFN) closed its last trading session down -0.05 at 5.05 with 3,048 shares trading hands.
